The
date of this Information Statement is ________, 2009
SANSWIRE
CORP.
101 NE 3rd Ave., Suite
1500
Fort
Lauderdale, Florida 33301
INFORMATION
STATEMENT
Introductory
Statement
Sanswire
Corp. is a Delaware corporation with its principal executive offices located at
101 NE 3rd Ave., Suite 1500, Fort Lauderdale, Florida 33301. Our telephone
number is (954) 332-3759. This Information Statement is being sent to
our shareholders by our Board of Directors to tell you about action the holders
of a majority of our outstanding shares of common stock have taken by written
consent, in lieu of a special meeting of the shareholders. The action was taken
on November 2, 2009, and will be effective when we file a certificate of
amendment to our articles of incorporation with the State of
Delaware.
We expect
to file an amendment to increase our authorized common stock from 250,000,000
shares to 500,000,000 shares on or about _____, 2009
Copies of
this Information Statement are being mailed on or about ______, 2009 to the
holders of record on November 2, 2009 of the outstanding shares of our common
stock.
General
Information
On August
6, 2009, our Board of Directors authorized and approved, subject to shareholder
approval, an increase in our authorized common stock from 250,000,000 shares to
500,000,000 shares, which our Board of Directors deemed to be in the best
interests of our company and our shareholders. Our Board of Directors further
authorized the preparation and circulation of this Information Statement and a
shareholders' consent to the holders of a majority of our outstanding voting
capital stock.
We have
two classes of voting securities, our common stock, of which each share is
entitled to one vote, and our Preferred Stock, of which 100,000 shares of Series
E Preferred Stock are outstanding. As of November 2, 2009, there were
249,115,902 shares of
common stock and 100,000 shares of Series E Preferred Stock outstanding.
The consent of shareholders holding more than 50% of the votes entitled to be
cast approved the increase in our authorized common stock.
Description
of Our Capital Stock
Common
Stock
Holders
of our common stock are entitled to one vote for each share held on all matters
submitted to a vote of stockholders and do not have cumulative voting rights.
Accordingly, holders of a majority of the shares of our common stock entitled to
vote in any election of directors may elect all of the directors standing for
election. Subject to preferences that may be applicable to any shares of
preferred stock outstanding at the time, holders of our common stock are
entitled to receive dividends ratably, if any, as may be declared from time to
time by our board of directors out of legally available funds.
Upon our
liquidation, dissolution or winding up, the holders of our common stock are
entitled to receive ratably, net assets available after the payment
of
o all
secured liabilities, including any then outstanding secured debt securities
which we may have issued as of such time,
o all
unsecured liabilities, including any then outstanding unsecured debt securities
which we may have issued as of such time, and
o all
liquidation preferences on any then outstanding preferred stock.
Holders
of our common stock have no preemptive, subscription, redemption or conversion
rights, and there are no redemption or sinking fund provisions applicable to the
common stock. The outstanding shares of our common stock are duly authorized,
validly issued, fully paid and nonassessable. The rights, preferences and
privileges of holders of common stock are subject to, and may be adversely
affected by, the rights of the holders of shares of any series of preferred
stock which we may designate and issue in the future.
We
currently have 250,000,000 shares of common stock authorized. As of
November 2, 2009, 249,115,902 shares of
common stock are outstanding.
Preferred
Stock
Our board of directors is authorized,
without further shareholder approval, to designate and issue shares of preferred
stock in one or more series. Our board may fix the rights, preferences,
privileges and restrictions of these shares, including dividend rights,
conversion rights, voting rights, terms of redemption and liquidation
preferences, and to fix the number of shares constituting any series and the
designations of these series. These shares may have rights senior to our common
stock. The issuance of preferred stock may have the effect of delaying or
preventing a change in control of us. The issuance of preferred stock could
decrease the amount of earnings and assets available for distribution to the
holders of common stock or could adversely affect the rights and powers,
including voting rights, of the holders of our common
stock.
On May 3,
2009, the Board of Directors approved the creation of a Series E Preferred
Stock. The terms of the Series E Preferred Stock were subsequently
amended on May 14, 2009. The Series E Preferred Stock, as amended, does not pay
dividends but each holder of Series E Preferred Stock shall be entitled to 21.5
votes for each share of common stock that the Series E Preferred Stock shall be
convertible into. The Series E Preferred Stock, as amended, has a
conversion price of $0.105 and a stated value of $6.26. Each share of
Series E Preferred Stock is convertible, at the option of the holder, into such
number of shares of common stock of the Company as determined by dividing the
Stated Value by the Conversion Price. The Series E Preferred Stock
has no liquidation preference.
On May 5,
2009, the Company entered into a conversion agreement with Rocky Mountain
Advisors Corp., a consultant to the Company wholly owned by Thomas Seifert
(“RMAC”), pursuant to which the Company agreed to convert $185,387 in consulting
fees owed to RMAC for consulting services performed from October 19, 2007 to
April 9, 2009 into 29,615 shares of Series E Preferred Stock, par value $0.001
per share.
On May 5,
2009, the Company entered into a conversion agreement with Daniyel Erdberg, the
Company’s Vice President of Operations, pursuant to which the Company agreed to
convert $121,487.99 in outstanding wages owed to Mr. Erdberg from July 1, 2008
to April 3, 2009 into 19,407 shares of Series E Preferred Stock.
On May 5,
2009, the Company entered into a conversion agreement with Jonathan Leinwand,
the Chief Executive Officer, pursuant to which the Company agreed to convert $
319,118.85 in outstanding wages owed to Mr. Leinwand from October 17, 2007 to
April 3, 2009 into 50,978 shares of Series E Preferred Stock.
Anti-Takeover
Effects of Our Capitalization and Delaware Law
Certain
provisions of our articles of incorporation and Delaware law may be deemed to
have anti-takeover effects and may delay, defer or prevent a take-over attempt
of us.
Additional
authorized common stock
The
proposed increase in the authorized number of shares of our common stock could
have an anti-takeover effect in that additional shares could be issued (within
the limits imposed by applicable law) in one or more transactions that could
make a change in control or takeover of our company more difficult. For example,
additional shares could be issued by us so as to dilute the stock ownership or
voting rights of persons seeking to obtain control of our company. Similarly,
the issuance of additional shares to certain persons allied with our management
could have the effect of making it more difficult to remove our current
management by diluting the stock ownership or voting rights of persons seeking
to cause such removal. Except as further discussed herein, the Board of
Directors is not aware of any attempt, or contemplated attempt, to acquire
control of our company, and this proposal is not being presented with the intent
that it be utilized as an anti-takeover device.
Blank
check preferred stock
Our
articles of incorporation authorize the issuance of up to 10,000,000 shares of
preferred stock with such rights and preferences as may be determined from time
to time by our board. Of these shares 100,000 have been designated as Series E
Preferred Stock. The remaining shares of preferred stock are without
designation and available for issuance.
Our board
may fix the rights, preferences, privileges and restrictions of preferred
shares, including dividend rights, conversion rights, voting rights, terms of
redemption and liquidation preferences, and to fix the number of shares
constituting any series and the designations of these series. These shares may
have rights senior to our common stock. The issuance of preferred stock may have
the effect of delaying or preventing a change in control of us.
Delaware
law
Certain
provisions of the Delaware General Corporation Law have anti-takeover effects
and may inhibit a non-negotiated merger or other business combination. These
provisions are intended to encourage any person interested in acquiring our
company to negotiate with, and to obtain the approval of, our Board of Directors
in connection with such a transaction. However, certain of these provisions may
discourage a future acquisition of our company, including an acquisition in
which the shareholders might otherwise receive a premium for their shares. As a
result, shareholders who might desire to participate in such a transaction may
not have the opportunity to do so.
Delaware's
"combination with interested stockholders" statute and "control share
acquisition" statute may have the effect of delaying or making it more difficult
to effect a change in control of our company.
The
combination with interested stockholders statute prevents an "interested
stockholder" and an applicable Delaware corporation from entering into a
"combination," unless certain conditions are met. A combination is defined to
mean, among other things:
o merger
or consolidation with an interested stockholder;
o sale,
lease, exchange, mortgage, pledge, transfer or other disposition, in one
transaction or a series of transactions with an interested stockholder having an
aggregate market value equal to 5% or more of the aggregate market value of the
assets of a corporation, 5% or more of the aggregate market value of all
outstanding shares of a corporation, or representing 10% or more of the earning
power or net income of the corporation;
o
adoption of a plan or proposal for the liquidation or dissolution of a
corporation proposed by an interested stockholder; o reclassification,
recapitalization, merger, or consolidation proposed by an interested
stockholder; or
o receipt
by an interested stockholder of any loan, advancement, guarantee, pledge, or
other financial assistance or any tax credit or other tax advantage provided by
or through a corporation.
An
"interested stockholder" means the beneficial owner of 10% or more of the voting
shares of a corporation, or an affiliate or associate. A corporation may not
engage in a combination with an interested stockholder for a period of three
years from the date of the acquisition by the interested stockholder of its
shares in the corporation unless the combination or purchase of shares made by
the interested stockholder is approved by the Board of Directors before the
interested stockholder acquired such shares. If such approval is not obtained,
after the expiration of the three-year period, the business combination may be
consummated with the approval of the Board of Directors or a majority of the
voting power held by disinterested stockholders, or if the consideration to be
paid by the interested stockholder is at least equal to the highest
of:
o the
highest price per share paid by the interested stockholder within the three
years immediately preceding the date of the announcement of the combination or
in the transaction in which he became an interested stockholder, whichever is
higher; or
o the
market value per common share on the date of announcement of the combination or
the date the interested stockholder acquired the shares, whichever is
higher.
Delaware's
Control Share Acquisition Statute prohibits an acquirer, under certain
circumstances, from voting shares of a target corporation's stock after crossing
certain threshold ownership percentages, unless the acquirer first obtains
approval from the target corporation's stockholders.
Once an
acquirer crosses one of the above thresholds, such shares so acquired, along
with those shares acquired within the preceding 90 days, become control shares,
which shares are deprived of the right to vote until such time as the
disinterested shareholders of the corporation restore such right. The Control
Share Acquisition Statute also provides that in the event control shares are
accorded full voting rights and the acquiring person has acquired a majority or
more of all voting power of the corporation, any shareholder of record who has
not voted in favor of authorizing voting rights for the control shares may
demand payment for the fair value of such shareholder's shares. In such case,
the corporation is required to comply with the demand within 30 days of the
delivery thereof to the corporation.
The
control share statute applies to the acquisition of a controlling interest in a
Delaware corporation which does business in Delaware (directly or through an
affiliated corporation) and which has 200 or more stockholders of record, at
least 100 of whom are residents of Delaware. We do not believe that the control
share statute is presently applicable to us because we do not presently conduct
business in Delaware. However, if in the future we do conduct business in
Delaware then such provisions may apply.
Proposed
Amendment to Our Articles of Incorporation
The
proposed amendment would change Article Fourth only by increasing the number of
authorized shares of common stock as shown in italics in the following
restatement of Article Fourth:
FOURTH:
The total number of shares of stock which the Corporation shall have the
authority to issue is 510,000,000 of which 500,000,000 shares shall be
designated “Common Stock”, $.00001 par value per share and of which 10,000,000
shall be designated “Preferred Stock”, par value $.001. Shares of
Preferred Stock may be issued from time to time in one or more classes or
series, each having such powers, attributes, rights and preferences, if any, as
are stated or expressed herein or in resolutions of the Board of Directors of
the Corporation designating such class or series.
The total
number of shares of stock of each class which the Corporation shall have
authority to issue and the par value of each share of each class of stock are as
follows:
|
Class
|
|
Par
Value
|
|
|
Authorized
Shares
|
|
|
Total
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
Common
|
|
$ |
0.00001 |
|
|
|
500,000,000 |
|
|
$ |
5,000 |
|
|
Preferred
|
|
$ |
0.001 |
|
|
|
10,000,000 |
|
|
$ |
10,000 |
|
|
Totals:
|
|
|
|
|
|
|
510,000,000 |
|
|
$ |
15,000 |
|
The
amendment will become effective upon the filing of articles of amendment with
the Delaware Secretary of State.
The
amendment to our articles of incorporation will authorize 500,000,000 shares of
common stock to be issued, instead of the 250,000,000 shares now authorized. The
amendment will not change other provisions of Article Fourth. The relative
rights and limitations of the common stock would remain unchanged. Neither
common stock, nor the preferred stock that could be issued by the Board of
Directors, has or would have preemptive rights. Cumulative voting is not and
would not be permitted in the election of directors.
Purpose
and Effect of Increasing Our Authorized Common Stock
By a
written consent of holders of holding in excess of 51% of our outstanding common
stock dated November 2, 2009, in lieu of a special meeting, our shareholders
approved an amendment to our articles of incorporation to increase our
authorized common stock to 500,000,000 shares.
The
purpose for the increase in the authorized common stock is to enable us, without
further shareholder approval, to issue shares from time to time as may be
required for proper business purposes, such as raising additional capital for
ongoing operations, business and asset acquisitions, stock splits and dividends,
present and future employee benefit programs and other corporate purposes,
including meeting our obligations to issue common stock under outstanding
agreements, options and warrants.
Future
Capital Raising and Other Corporate Purposes
We
believe that part of our business strategy will require us to raise capital to
further our business strategy through the issuance of additional capital stock.
Although as of the present time we do not have immediate plans for raising
additional equity capital, we believe that, to avoid delays in the event
additional funds are needed, we would need to provide now for sufficient
authorized capital stock to complete such potential transactions and avoid the
shareholder approval process needed to change our capital structure as part of
any such transaction.
The
unissued and unreserved shares of our common stock will also be available for
any proper corporate purpose, as authorized by our Board of Directors, without
further approval by our shareholders, except as otherwise required by
law.
Existing
Obligations to Issue Common Stock
We are
obligated under various existing agreements to issue additional shares of our
common stock. The number of shares that we are currently obligated to issue
exceeds the number of shares of common stock that we are authorized to
issue.
As of
November 2, 2009, we had 249,115,902 shares of our
common stock outstanding. After issuance of all shares of common stock that we
are obligated to issue, and if all of our outstanding options and warrants are
exercised, we will have approximately 317,160,268 shares
outstanding.
After the
increase in our authorized common stock, our board will have the ability,
without further shareholder approval, to issue up to approximately 183,000,000
additional shares of common stock. Such issuance may result in a reduction of
the book value or market price of our outstanding common stock. Issuance of
additional common stock will reduce the proportionate ownership and voting power
of our then existing shareholders.
The
description below summarizes our outstanding common stock, obligations to issue
common stock and warrants as of November 2, 2009.
STOCK
OPTIONS
During
the nine months ended September 30, 2009, the Company issued 19,672,222 options
to acquire common stock. The Company recorded $0 and $1,707,780 of
compensation expense related to these options to acquire common stock in the
three and nine months ended September 30, 2009, respectively.
The fair
value of grants issued in the three and nine months ended September 30, 2009
were determined using a Black-Scholes option pricing model with the following
assumptions: 1.5% average risk-free interest rate; 184% expected volatility;
three year expected term, and 0% dividend yield.
Employee
options vest according to the terms of the specific grant and expire from 3 to
5 years from date of grant. As of September 30, 2009, all options issued
and outstanding have fully vested. Stock option activity as of September 30,
2009 was as follows:
|
|
|
Number
of Options
(in
shares)
|
|
|
Weighted
Average Exercise Price
|
|
|
Outstanding
at December 31, 2008
|
|
|
15,982,752 |
|
|
$ |
.350 |
|
|
Options
Granted
|
|
|
19,672,222 |
|
|
|
.059 |
|
|
Options
Exercised
|
|
|
(250,000
|
) |
|
|
.105 |
|
|
Options
Cancelled
|
|
|
(293,760
|
) |
|
|
1.773 |
|
|
Outstanding
at September 30, 2009
|
|
|
35,111,214 |
|
|
$ |
.177 |
|
The
following table summarizes information about stock options outstanding as of
September 30, 2009:
| |
|
|
Options Outstanding
|
|
|
Options Exercisable
|
|
|
Range of Exercise
Prices
|
|
|
Number of
Shares
|
|
|
Weighted Average
Exercise Price
|
|
|
Weighted Average
Remaining Contractual
Life (in years)
|
|
|
Number of
Shares
|
|
|
Weighted Average
Exercise Price
|
|
| $ |
0.045 to $0.37 |
|
|
|
35,111,214 |
|
|
$ |
0.177 |
|
|
|
1.58 |
|
|
|
35,111,214 |
|
|
$ |
0.177 |
|
| |
|
|
|
|
35,111,214 |
|
|
|
|
|
|
|
|
|
|
|
35,111,214 |
|
|
|
|
|
WARRANTS
The
following table summarizes certain information about the Company’s stock
purchase warrants.
|
|
|
Warrants
Class
A
|
|
|
Warrants
Class
B
|
|
|
Weighted
Average Exercise Price
|
|
|
Outstanding
at December 31, 2008
|
|
|
13,987,204 |
|
|
|
9,634,763 |
|
|
$ |
0.253 |
|
|
Warrants
Granted
|
|
|
4,444,998 |
|
|
|
4,413,252 |
|
|
|
0.252 |
|
|
Warrants
Expired
|
|
|
3,305,382 |
|
|
|
2,203,588 |
|
|
|
0.252 |
|
|
Outstanding
at September 30, 2009
|
|
|
15,126,820 |
|
|
|
11,844,427 |
|
|
$ |
0.253 |
|
The
aggregate intrinsic value of 35,111,214 options and 15,126,820 Class A and
11,844,427 Class B warrants outstanding and exercisable as of September 30, 2009
was $5,321,551. The aggregate intrinsic value for the options is calculated as
the difference between the price of the underlying awards and quoted price of
the Company’s common shares for the options that were in-the-money as of
September 30, 2009. At September 30, 2009, all options shares and
warrant shares were vested, and there is no unamortized cost to be recognized in
future periods.
PREFERRED
STOCK
On May 3,
2009, the Board of Directors approved the creation of a Series E Preferred
Stock. The terms of the Series E Preferred Stock were subsequently
amended on May 14, 2009. The Series E Preferred Stock, as amended, does not pay
dividends but each holder of Series E Preferred Stock shall be entitled to 21.5
votes for each share of common stock that the Series E Preferred Stock shall be
convertible into. The Series E Preferred Stock, as amended, has a
conversion price of $0.105 and a stated value of $6.26. Each share of
Series E Preferred Stock is convertible, at the option of the holder, into such
number of shares of common stock of the Company as determined by dividing the
Stated Value by the Conversion Price. The Series E Preferred Stock
has no liquidation preference. The Company also cancelled all the
authorized shares associated with the Series A, B, C, and D of Preferred
Stock.
As of
September 30, 2009, the Company has 100,000 shares of Series E Preferred Stock
outstanding.
Certain
Factors to Consider
The
issuance of shares of our common stock, as described above, including the
potential additional issuances upon conversion of our derivative securities,
will cause immediate and substantial dilution to our existing
shareholders.
We
discuss below certain others factors with respect to our existing obligations to
issue additional shares of our common stock that we believe are material to an
investor's decision to invest in our common stock.
No
Dissenters' Rights
Shareholders
do not have the statutory right to dissent and obtain an appraisal of their
shares under Delaware law in connection with the amendment to our charter to
increase our authorized common stock.
Material
Federal Income Tax Consequences
The
following is a summary of the material Federal income tax consequences of the
increase in our authorized shares of common stock. This summary is based on the
Internal Revenue Code of 1986, as amended, regulations, rulings and judicial
decisions currently in effect, all of which are subject to change.
The
summary does not address all aspects of Federal income taxation that may apply
to a shareholder because of his particular circumstances, and it does not
discuss any special rules that may be applicable to some types of investors (for
example, estates, trusts, individuals who are not citizens or residents of the
United States, foreign corporations, insurance companies, regulated investment
companies, tax-exempt organizations and dealers in securities). The summary does
not cover the applicability and effect of any state, local or foreign tax
laws.
The
following discussion summarizing certain Federal tax consequences is based on
current law. You should consult your own tax advisor as to the Federal, state,
local and foreign tax effects in light of your individual
circumstances.
o No gain
or loss will be recognized by our company in connection with the increase of our
authorized common stock.
o You
will not recognize any gain or loss as a result of the increase of our
authorized common stock.
o The
adjusted tax basis in your common stock will be the same as your adjusted tax
basis is currently.
o Your
holding period in your common stock will include the holding period of your
common stock that your currently hold.
Security
Ownership of Certain Beneficial Owners and Management
The
following table sets forth information regarding the beneficial ownership of our
common stock as of November 2, 2009. The information in this table provides the
ownership information for:
o each
person known by us to be the beneficial owner of more than 5% of our common
stock,
o each of
our directors,
o each of
our executive officers, and
o our
executive officers and directors as a group.
The
following table sets forth information regarding the beneficial ownership of
shares of Sanswire's common stock as of November 2, 2009 by (i) all shareholders
known to Sanswire to be beneficial owners of more than 5% of the outstanding
Common Stock; (ii) each director and executive officer; and (iii) all officers
and directors of Sanswire as a group. Except as may be otherwise indicated in
the footnotes to the table, each person has sole voting power and sole
dispositive power as to all of the shares shown as beneficially owned by
them.
Sanswire
had 249,115,902 shares issued
and outstanding on November 2, 2009.
(i) 5% or
greater shareholders (1)
|
Title
of Class
|
|
Name
and Address of Beneficial Owner
|
|
Amount
and Nature of
Beneficial Ownership
|
|
|
Percentage
of Class (1)
|
|
|
Common
Stock
|
|
Global
Telesat Corp
51
Lyon Ridge Rd.
Katonah,
NY 10536
|
|
|
16,285,713 |
(2) |
|
|
6.5 |
% |
(ii)
Officers and Directors
|
Title
of Class
|
|
Name
and Address of Beneficial Owner
|
|
Amount
and Nature of Beneficial Ownership
|
|
|
Percentage
of Class (1)
|
|
|
Common
Stock
|
|
David
A. Christian Chairman
101
NE 3rd Ave.
Suite 1500
Fort
Lauderdale, FL 33301
|
|
|
250,000 |
|
|
|
0.1 |
% |
|
Common
Stock
|
|
Thomas
Seifert, CFO
101
NE 3rd Ave.
Suite 1500
Fort
Lauderdale, FL 33301
|
|
|
4,419,968 |
(3) |
|
|
1.8 |
% |
|
Common
Stock
|
|
Wayne
P. Jackson, Director
101
NE 3rd Ave.
Suite 1500
Fort
Lauderdale, FL 33301
|
|
|
250,000 |
|
|
|
0.1 |
% |
|
Common
Stock
|
|
William
J. Hotz, Director
101
NE 3rd Ave.
Suite 1500
Fort
Lauderdale, FL 33301
|
|
|
50,000 |
|
|
|
0.0 |
% |
|
Total
Ownership for All Officers and Directors as a Group
|
|
|
4,419,968 |
|
|
|
2.0 |
% |
|
Title
of Class
|
|
Name
and Address of Beneficial Owner
|
|
Amount
and Nature of Beneficial Ownership
|
|
|
Percentage
of Class (4)
|
|
|
Series
E Preferred Stock
|
|
Daniyel
Erdberg
101
NE 3rd Ave,
Suite 1500
Fort
Lauderdale, FL 33301
|
|
|
19,407 |
|
|
|
19.4 |
% |
|
Series
E Preferred Stock
|
|
Jonathan
Leinwand
101
NE 3rd Ave,
Suite 1500
Fort
Lauderdale, FL 33301
|
|
|
50,978 |
|
|
|
51.0 |
% |
|
Series
E Preferred Stock
|
|
Thomas
Seifert
101
NE 3rd Ave,
Suite 1500
Fort
Lauderdale, FL 33301
|
|
|
29,615 |
|
|
|
29.6 |
% |
(1) Based
on 249,115,902 shares issued and outstanding on November 2, 2009.
(2)
Global Telesat Corp. and Global Telesat Services Corp., an affiliated entity,
own an aggregate of 16,285,713 shares of Sanswire Corp.’s common stock. Of the
16,285,713 shares of the common stock of Sanswire Corp., Global Telesat Corp.
has the sole power to vote and the sole power to direct the vote of 7,785,713 of
such shares and Global Telesat Services Corp., an affiliated entity, has the
sole power to vote and/or the sole power to direct the vote of 8,500,000 of such
shares.
(3)
Includes (i) 1,735,225 shares of common stock owned by Rocky Mtn. Advisors Corp
of which Mr. Seifert is an officer, director and controlling shareholder and
(ii) 200,000 share of common stock owned by a child of Mr. Seifert under the age
of 18 and which Mr. Seifert is deemed to have dispositive and investment control
over.
(4) There
are 100,000 Series E Preferred Shares issued and outstanding out of a total of
100,000 authorized Series E Preferred Shares. The shares, in the aggregate, have
the voting power of 128,180,952 common shares.
Cost
of Information Statement
We will
bear the cost of preparing, printing, and mailing this Information
Statement.
Delivery
of Documents to Multiple Shareholders Sharing an Address
One
Information Statement will be delivered to multiple shareholders sharing an
address unless we receive contrary instructions from such shareholders. Upon
receipt of such notice, we will undertake to deliver promptly a separate copy of
the Information Statement to the shareholder at a shared address to which a
single copy of the documents was delivered. In the event you desire to provide
such notice to us with respect to this Information Statement or any future
Annual Report, Proxy Statement or Information Statement, such notice may be
given verbally by telephoning our offices at (954) 332-3759 or by mail to 101 NE
3rd Ave., Suite 1500, Fort Lauderdale, Florida 33301.
Shareholder
Proposals
Any
shareholder proposal which may properly be included in the proxy solicitation
material for the 2010 annual meeting of shareholders must be received by our
Secretary no later than June 15, 2010. Any proposal that is not submitted for
inclusion in the proxy statement but is instead sought to be presented directly
at next year's annual meeting, SEC's rules permit our management to vote proxies
in its discretion if:
o we
received notice of the proposal no later than June 15, 2010 and advise our
shareholders in the proxy statement about the nature of the matter and how our
management intends to vote on such matter, or
o we do
not receive notice of the proposal by June 15, 2010.
Forward-Looking
Statements and Information
This
Information Statement includes forward-looking statements within the meaning of
Section 27A of the Securities Act and Section 21E of the Exchange Act. You can
identify our forward-looking statements by the words "expects," "projects,"
"believes," "anticipates," "intends," "plans," "predicts," "estimates" and
similar expressions.
We have
based the forward-looking statements on our current expectations, estimates and
projections about us. We caution you that these statements are not guarantees of
future performance and involve risks, uncertainties and assumptions that we
cannot predict. In addition, we have based many of these forward-looking
statements on assumptions about future events that may prove to be inaccurate.
Accordingly, our actual outcomes and results may differ materially from what we
have expressed or forecast in the forward-looking statements.
You
should rely only on the information we have provided in this Information
Statement. We have not authorized any person to provide information other than
that provided here. We have not authorized anyone to provide you with different
information. You should not assume that the information in this Information
Statement is accurate as of any date other than the date on the front of the
document.
Where
You Can Find More Information About Us
We file
annual, quarterly and special reports, proxy statements and other information
with the SEC. You can read and copy any materials that we file with the SEC at
the SEC's Public Reference Room at 100 F Street, Washington, D.C. 20549. You can
obtain information about the operation of the SEC's Public Reference Room by
calling the SEC at 1-800-SEC-0330. The SEC also maintains a Web site that
contains information we file electronically with the SEC, which you can access
over the Internet at http://www.sec.gov. Copies of these materials may also be
obtained by mail from the Public Reference Section of the SEC, 100 F Street,
Washington, D.C. 20549 at prescribed rates.